The objective of this proposal is to improve our understanding of the mechanisms of pathogenesis of tick borne rickettsial pathogens that cause ehrlichiosis and anaplasmosis of humans and animals. These pathogens efficiently utilize a small genome (<1.5 Mb) to evade the immune response and establish persistent infection in the mammalian reservoir host, to colonize and replicate in the tick midgut and salivary glands, and to develop infectivity upon renewed feeding of the tick to effect onward transmission. MSP2 was initially defined in Anaplasma marginale and infections of cattle and ticks with this pathogen provide an excellent model for discovering the mechanisms used to modify the surface proteome. In the prior project period, we identified segmental gene conversion of single expression sites for MSP2, and a related surface paralogue MSP3, as a primary mechanism for generating surface diversity and demonstrated differential expression of operon-encoded proteins between the mammalian host and tick vector. A similar gene conversion mechanism is used by Anaplasma phagocytophilum to express a large repertoire of outer membrane proteins in human patients and studies by others support expression from multiple loci to generate surface diversity. Analysis of the A. marginale genome reveals a complex family of outer membrane protein genes related to msp2. This msp2 superfamily is comprised of 32 paralogues, comprising the two msp2 and msp3 operon-linked expression sites, a single msp4 gene locus, multiple msp2 and msp3 pseudogenes, and other uncharacterized msp2-like paralogues. We hypothesize that differential expression of these paralogues and recombination between them generates diversity in the pathogen surface and provides the ability of organisms to adapt to and persist in different hosts and cellular environments. The specific aims of the present proposal are: 1] Determine if msp2 superfamily genes are differentially expressed during infection of the mammalian and invertebrate hosts; 2] Determine the operon structure and generation of diversity within msp2 superfamily gene clusters; 3] Identify the mechanisms for differential regulation of the msp2 superfamily proteins in the mammalian and invertebrate hosts; and 4] Compare regulation of expression of msp2 superfamily proteins in A. marginale and A. phagocytophilum.